Filed by sedaredgar.com - Stockhouse Inc. - Exhibit 10.15






STOCKGROUP INFORMATION SYSTEMS INC. 
(the
“Company”) 
AMENDED AND RESTATED STOCK OPTION PLAN - 2007 
3,300,000
OPTIONS

This 2007 Amended and Restated Stock Option Plan (the “Plan”)
makes available, as of June 1, 2007, 3,300,000 options to purchase the Company’s
common shares.

	1. 	
      Definitions

	 	 	 	 	 
		
      As used herein, the following definitions shall
    apply:

	 	 	 	 	 
		(a) 	
      “Agreement” shall mean the written agreement
      between the Company and the Participant relating to Options or Restricted
      Shares granted under the Plan.

	 	 	 	 	 
		(b) 	
      “Board” shall mean the Board of Directors of the
      Company.

	 	 	 	 	 
		(c) 	
      “Change of Control” means a change in ownership or
      control of the Company which is approved by the TSX Venture Exchange,
      effected through any of the following transactions:

	 	 	 	 	 
			(i) 	
      the direct or indirect acquisition by any person or
      related group of persons (other than by the Company or a person that
      directly or indirectly controls, is controlled by, or is under common
      control with, the Company) of beneficial ownership (within the meaning of
      Rule 13d-3 of the Exchange Act) of securities possessing more than 50% of
      the total combined voting power of the Company's outstanding securities
      pursuant to a tender or exchange offer made directly to the Company's
      shareholders, or other transaction, in each case which the Board does not
      recommend such shareholders to accept; or

	 	 	 	 	 
			(ii) 	
      a change in the composition of the Board over a period of
      24 consecutive months or less such that a majority of the Board members
      (rounded up to the next whole number) ceases, by reason of one or more
      contested elections for Board membership, to be comprised of individuals
      who either:

	 	 	 	 	 
				A. 	
      have been Board members continuously since the beginning
      of such period; or

	 	 	 	 	 
				B. 	
      have been elected or nominated for election as Board
      members during such period by at least a majority of the Board members
      described in clause (i) who were still in office at the time such election
      or nomination was approved by the Board; or

	 	 	 	 	 
				C. 	
      a Corporate Transaction as defined below.

	 	 	 	 	 
		(d) 	
      “Code” shall mean the Internal Revenue Code of
      1986, as amended from time to time, and the rules and regulations
      promulgated thereunder.

	 	 	 	 	 
		(e) 	
      “Committee” shall mean the Committee appointed by
      the Board in accordance with Section 5 of the Plan, if one is
      appointed.







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	 	(f) 	
      “Company” shall mean Stockgroup Information
      Systems Inc., a Colorado corporation, and shall include any parent or
      subsidiary corporation of the Company.

	 	 	 	 
	 	(g) 	
      “Consultant” and “Advisor” means an
      individual who:

	 	 	 	 
	 		(i) 	
      is engaged to provide, on an ongoing bona fide
      basis, consulting, technical, management or other services to the
      Company other than services provided in relation to a “distribution” (as
      that term is defined in the Securities Act);

	 	 	 	 
	 		(ii) 	
      provides the services under a written contract between
      the Company and the individual or a Consultant Entity (as defined in
      clause 1(g)(v), below);

	 	 	 	 
	 		(iii) 	
      in the reasonable opinion of the Company, spends or will
      spend a significant amount of time and attention on the affairs and
      business of the Company or any Subsidiary; and

	 	 	 	 
	 		(iv) 	
      has a relationship with the Company or any Subsidiary
      that enables the individual to be knowledgeable about the business and
      affairs of the Company or is otherwise permitted by applicable Regulatory
      Rules to be granted Options as a Consultant or as an equivalent
      thereof,

	 	 	 	 
	 		
      and includes:

	 	 	 	 
	 		(i) 	
      a corporation of which the individual is an employee or
      shareholder or a partnership of which the individual is an employee or
      partner (a “Consultant Entity”); or

	 	 	 	 
	 		(ii) 	
      an RRSP or RRIF established by or for the individual
      under which he or she is the beneficiary.

	 	 	 	 
	 	(h) 	
      “Corporate Transaction” means any of the following
      shareholder-approved transactions to which the Company is a
  party:

	 	 	 	 
	 		(i) 	
      a merger or consolidation in which the Company is not the
      surviving entity, except for a transaction the principal purpose of which
      is to change the state in which the Company is incorporated;

	 	 	 	 
	 		(ii) 	
      the sale, transfer or other disposition of all or
      substantially all of the assets of the Company in complete liquidation or
      dissolution of the Company; or

	 	 	 	 
	 		(iii) 	
      any reverse merger in which the Company is the surviving
      entity but in which securities possessing more than 50% of the total
      combined voting power of the Company's outstanding securities are
      transferred to a person or persons different from the persons holding
      those securities immediately prior to such merger.

	 	 	 	 
	 	(i) 	
      “Date of Grant” means the date specified by the
      Board or the Committee or a Designated Officer on which a grant of Options
      shall become effective.

	 	 	 	 
	 	(j) 	
      “Designated Officer” shall mean an Officer
      designated under Section 5.2(b) herein.







- 3 -

	 	(k) 	
      “Director” shall mean a member of the
  Board.

	 	 	 	 
	 	(l) 	
      “Effective Date” shall have the meaning ascribed
      thereto in Section 7.

	 	 	 	 
	 	(m) 	
      “Employee” means:

	 	 	 	 
	 		(i) 	
      an individual who works full-time or part-time for the
      Company and such other individual as may, from time to time, be permitted
      by applicable Regulatory Rules to be granted Options as an employee or as
      an equivalent thereto; or

	 	 	 	 
	 		(ii) 	
      an individual who works for the Company either full-time
      or on a continuing and regular basis for a minimum amount of time per week
      providing services normally provided by an employee and who is subject to
      the same control and direction by the Company over the details and methods
      of work as an employee of the Company, but for whom income tax deductions
      are not made at source,

	 	 	 	 
	 		
    and includes:

	 	 	 	 
	 		(i) 	
      a corporation wholly-owned by such individual;
  and

	 	 	 	 
	 		(ii) 	
      any RRSP or RRIF established by or for such individual
      under which he or she is the beneficiary.

	 	 	 	 
	 	(n) 	
      “Exchange Act” shall mean the Securities Exchange
      Act of 1934, as amended.

	 	 	 	 
	 	(o) 	
      “Fair Market Value” per share shall
mean:

	 	 	 	 
	 		(i) 	
      if the Shares is listed on any established stock exchange
      or a national market system, including without limitation the Nasdaq
      National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
      its Fair Market Value shall be the closing sales price for such stock (or
      the closing bid, if no sales were reported) as quoted on such exchange or
      system, on the date of determination or, if the date of determination is
      not a trading day, the immediately preceding trading day, as reported in
      The Wall Street Journal or such other source as the Designated
      Officer deems reliable;

	 	 	 	 
	 		(ii) 	
      if the Shares is regularly quoted by a recognized
      securities dealer but selling prices are not reported, the Fair Market
      Value of a Share of Common Stock shall be the mean between the high bid
      and low asked prices for the Common Stock on the date of determination or,
      if there are no quoted prices on the date of determination, on the last
      day on which there are quoted prices prior to the date of determination,
      as reported in The Wall Street Journal or such other source as the
      Designated Officer deems reliable; or

	 	 	 	 
	 		(iii) 	
      in the absence of an established market for the Shares,
      the Fair Market Value shall be determined in good faith by the Designated
      Officer.

	 	 	 	 
	 	(p) 	
      “Officer” shall mean any officer of the
      Company.

	 	 	 	 
	 	(q) 	
      “Non-qualified Stock Option” means an Option that
      is not intended to qualify as a Tax- Qualified Option (as defined in the
      Code).








- 4 -

	 	(r) 	
      “Option” means the right to purchase Shares from
      the Company upon the exercise of a Non-qualified Stock Option granted
      pursuant to Section 8 of this Plan.

	 	 	 	 
	 	(s) 	
      “Option Price” means the purchase price payable
      upon the exercise of an Option.

	 	 	 	 
	 	(t) 	
      “Optioned Stock” shall mean the Shares subject to
      an Option.

	 	 	 	 
	 	(u) 	
      “Option Term” shall have the meaning ascribed to
      it in Section 8.3.

	 	 	 	 
	 	(v) 	
      “Optionee” means a Person or Entity who holds an
      unexercised and unexpired Option or, where applicable, the Personal
      Representative of such person.

	 	 	 	 
	 	(w) 	
      “Parent” shall mean a “parent corporation,”
      whether now or hereafter existing, as defined in Section 424(e) of the
      Code.

	 	 	 	 
	 	(x) 	
      “Participant” means a person who is selected by
      the Board or the Committee or a Designated Officer to receive benefits
      under this Plan and:

	 	 	 	 
	 		(i) 	
      is at that time an Employee, Officer, Director, or a
      Consultant or Advisor, to the Company, or

	 	 	 	 
	 		(ii) 	
      has agreed to commence serving in any such
    capacity.

	 	 	 	 
	 	(y) 	
      “Person or Entity” means an individual, natural
      person, corporation, government or political subdivision or agency of a
      government, and where two or more persons act as a partnership, limited
      partnership, syndicate or other group for the purpose of acquiring,
      holding or disposing of securities of an issuer, such partnership, limited
      partnership, syndicate or group shall be deemed to be a Person or
      Entity.

	 	 	 	 
	 	(z) 	
      “Personal Representative” means:

	 	 	 	 
	 		(i) 	
      in the case of a deceased Optionee, the executor or
      administrator of the deceased duly appointed by a court or public
      authority having jurisdiction to do so; and

	 	 	 	 
	 		(ii) 	
      in the case of an Optionee who for any reason is unable
      to manage his or her affairs, the person entitled by law to act on behalf
      of such Optionee.

	 	 	 	 
	 	(aa) 	
      “Plan” shall mean this Amended and Restated 2007
      Stock Option Plan, as amended from time to time in accordance with the
      terms hereof.

	 	 	 	 
	 	(bb) 	
      “Regulatory Authorities” means all organized
      trading facilities on which the Shares are listed, and all securities
      commissions or similar securities regulatory bodies having jurisdiction
      over the Company, this Plan or the Options granted from time to time
      hereunder.

	 	 	 	 
	 	(cc) 	
      “Regulatory Rules” means all corporate and
      securities laws, regulations, rules, policies, notices, instruments and
      other orders of any kind whatsoever which may, from time to time, apply to
      the implementation, operation or amendment of this Plan or the Options
      granted from time to time hereunder including, without limitation, those
      of the applicable Regulatory Authorities.







- 5 -

	 	(dd) 	
      “Restricted Shares” means Common Shares granted or
      sold pursuant to Section 8 of this Plan as to which neither the
      substantial risk of forfeiture nor the restrictions on transfer referred
      to in Section 8 hereof has expired.

	 	 	 	 
	 	(ee) 	
      “Rule 16b-3” means Rule 16b-3, as promulgated and
      amended from time to time by the Securities and Exchange Commission under
      the Exchange Act, or any successor rule to the same effect.

	 	 	 	 
	 	(ff) 	
      “Securities Act” means the Securities
      Act (British Columbia), RSBC 1996, c.418 as from time to time
      amended.

	 	 	 	 
	 	(gg) 	
      “Shares” or “Common Shares” shall
    mean:

	 	 	 	 
	 		(i) 	
      shares of the common stock of the Company, no par value,
      described in the Company's Articles of Incorporation, as amended;
    and

	 	 	 	 
	 		(ii) 	
      any security into which shares of the common stock of the
      Company may be converted by reason of any transaction or event of the type
      referred to in Section 9 of this Plan, in each case as the same may be
      adjusted pursuant to Section 9 of this Plan.

	 	 	 	 
	 	(hh) 	
      “Subsidiary” shall mean a “subsidiary
      corporation,” whether now or hereafter existing, as defined in Section
      424(f) of the Code.

	 	 	 	 
	 	(ii) 	
      “Tax Date” shall mean the date an Optionee is
      required to pay the Company an amount with respect to tax withholding
      obligations in connection with the exercise of an Option.

	 	 	 	 
	 	(jj) 	
      “Termination Date” shall have the meaning ascribed
      thereto in Section 12.




	2. 	
      Purposes of the Plan

	 	 	 
		
      The purposes of this Plan are the following:

	 	 	 
		(a) 	
      to attract and retain the best available personnel for
      positions of responsibility within the Company;

	 	 	 
		(b) 	
      to provide additional incentives to Employees, Officers,
      Directors and Consultants of the Company;

	 	 	 
		(c) 	
      to provide Employees, Directors, Officers and Consultants
      of the Company with an opportunity to acquire a proprietary interest in
      the Company to encourage their continued provision of services to the
      Company;

	 	 	 
		(d) 	
      to provide such persons with incentives and rewards for
      superior performance more directly linked to the profitability of the
      Company's business and increases in shareholder value; and

	 	 	 
		(e) 	
      to align the interests of such persons with the interests
      of the Company’s shareholders generally.

	 	 	 
		
      Incentive benefits granted hereunder are Non-qualified
        Stock Options or Restricted Shares, as those terms are hereinafter
        defined. The Options granted shall be reflected in the terms of
    a








- 6 -

		
      written Agreement. No Option granted hereunder shall be
      effective until an Agreement with respect to such Option is executed by
      both the Company and the Participant. Execution of the Agreement shall not
      effect the Grant Date.

	 	 	 
	3. 	
      The Plan

	 	 	 
		
      The Plan is not effective until all approvals of the Plan
      pursuant to Sections 14.8 and 14.13 hereof are obtained.

	 	 	 
	4. 	
      Shares Subject to the Plan

	 	 	 
		
      Subject to the provisions of Section 9 of the Plan, the
      maximum aggregate number of Shares which may be optioned and sold or
      otherwise awarded under the Plan is Three Million Three Hundred Thousand
      (3,300,000) Shares. Any Shares available for grants and awards at the end
      of any calendar year shall be carried over and shall be available for
      grants and awards in the subsequent calendar year.

	 	 	 
		
      For the purposes of this Section 4:

	 	 	 
		(a) 	
      Upon expiration or cancellation of any award granted
      under this Plan, any Shares that were covered by such award shall again be
      available for issuance or transfer hereunder.

	 	 	 
		(b) 	
      Shares covered by any award granted under this Plan shall
      be deemed to have been issued, and shall cease to be available for future
      issuance in respect of any other award granted hereunder, at the earlier
      of the time when they are actually issued or the time when dividends or
      dividend equivalents are paid thereon.




	5. 	
      Administration of the Plan

	 	 	 
		5.1 	
      Procedure

	 	 	 
		
      (a) 
	The Board shall administer the Plan; provided, however,
      that the Board may appoint a Committee consisting solely of two (2) or
      more “Non-Employee Directors” to administer the Plan on behalf of the
      Board, in accordance with Rule 16b-3.
	 	 	 
		
      (b) 
	 Once appointed, the Committee shall continue to
      serve until otherwise directed by the Board. From time to time the Board
      may increase the size of the Committee and appoint additional members
      thereof, remove members (with or without cause), appoint new members in
      substitution therefor, and fill vacancies however caused; provided,
      however, that at no time may any person serve on the Committee if that
      person's membership would cause the committee not to satisfy the
      requirements of Rule 16b-3.
	 	 	 
		(c) 	A majority of the Committee shall constitute a quorum,
      and the acts of the members of the Committee who are present at any
      meeting thereof at which a quorum is present, or acts unanimously approved
      by the members of the Committee in writing, shall be the acts of the
      Committee.
	 	 	 
		
      (d) 
	Any reference herein to the Board shall, where
      appropriate, encompass a Committee appointed to administer the Plan in
      accordance with this Section 5.






- 7 -

	 	5.2 	Power of the Board or the
      Committee or a Designated Officer 
	 	  	  	  
	 	(a) 	
      Subject to the provisions of the Plan and subject to any
      applicable stock exchange, where required, the Board, the Committee or a
      Designated Officer shall have the authority, in its discretion: 

	 	  	
      
	
      

	 	  	
      (i) 
	
      to grant Options or shares to Participants; 

	 	  	
      
	
      

	 		
      (ii) 
	
      to determine, upon review of relevant information and in
      accordance with Section 1(o) of the Plan, the Fair Market Value of the
      Shares; 

	 	  	
      
	
      

	 		
      (iii) 
	
      to determine the Option price per share of Options to be
      granted, which Option Price shall be determined in accordance with Section
      8.4 of the Plan; 

	 	  	
      
	
      

	 	  	
      (iv) 
	
      to determine the number of Shares to be represented by
      each Option; 

	 	  	
      
	
      

	 		
      (v) 
	
      to determine the Participants to whom, and the time or
      times at which, Options or shares shall be granted; 

	 	  	
      
	
      

	 	  	
      (vi) 
	
      to interpret the Plan; 

	 	  	
      
	
      

	 	  	
      (vii) 
	
      to prescribe, amend and rescind rules and regulations
      relating to the Plan; 

	 	  	
      
	
      

	 		
      (viii) 
	
      to determine the terms and provisions of each Option
      granted (which need not be identical) and, with the consent of the
      Optionee thereof, modify or amend such Option; 

	 	  	
      
	
      

	 		
      (ix) 
	
      to accelerate or defer (with the consent of the Optionee)
      the exercise date of any Option; 

	 	  	
      
	
      

	 		
      (x) 
	
      to authorize any person to execute on behalf of the
      Company any instrument required to effectuate the grant of an Option
      previously granted by the Board; 

	 	  	
      
	
      

	 		
      (xi) 
	
      to accept or reject the election made by an Optionee
      pursuant to Section 8.7 of the Plan; 

	 	  	
      
	
      

	 		
      (xii) 
	
      to impose such additional conditions, as it deems
      advisable, as to the vesting and exercise of any Options granted pursuant
      to the Plan, including, but not limited to performance criteria; and
    

	 	  	
      
	
      

	 		
      (xiii) 
	
      to make all other determinations deemed necessary or
      advisable for the administration of the Plan. 

	 	  	
      
	
      

	 	(b) 	
      The Board or a Committee may delegate to an Officer of
      the Company the authority to make decisions pursuant to this Plan,
      provided that no such delegation may be made that would cause any award or
      other transaction under the Plan to cease to be exempt from Section 16(b)
      of the Exchange Act. A Committee may authorize any one or more of its
      members or any Officer of the Company to execute and deliver documents on
      behalf of the Committee. 







- 8 -

	 	5.3 	
      Effect of Board or Committee or Designated Officer
      Decisions

	 	 	 
	 		
      All decisions and determinations and the interpretation
      and construction by the Board or the committee or a Designated Officer of
      any provision of this Plan or any agreement, notification or document
      evidencing the grant of Options and any determination by the Board or the
      Committee or a Designated Officer pursuant to any provision of this Plan
      or any such agreement, notification or document, shall be final, binding
      and conclusive with respect to all Participants and/or Optionees and any
      other holders of any Option granted under the Plan. No member of the Board
      or the Committee or a Designated Officer shall be liable for any such
      action taken or determination made in good
faith.




	6. 	
      Eligibility 

	  	
      
	
      

		
      Consistent with the Plan's purposes, Options or Shares
      may be granted only to such Directors, Officers, Employees, Consultants
      and Advisors of the Company as determined by the Board or the Committee or
      a Designated Officer. Subject to the terms of the Plan, a Director,
      Officer, Employee, Consultant or Advisor who has been granted an Option or
      Shares may, if he or she is otherwise eligible, be granted an additional
      Option or Shares. It is required under the Plan that where Options are
      granted to Directors, Officers, Employees, Consultants and Advisors of the
      Company, the Company represents that the Optionee is a bona fide Director,
      Officer, Employee, Consultant or Advisor as the case may be. 

	  	
      
	
      

		
      At no time, however, may Options under the Plan, together
      with all of the Company’s previously established or proposed share
      compensation arrangements, result, at any time, in: 

	  	
      
	
      

		
      (a) 
	
      more than 5% of the outstanding shares of common stock of
      the Company being granted to any one Participant in any 12 month period
      (unless the Company is classified as a Tier 1 Issuer, in accordance with
      the TSX Venture Exchange Corporate Finance Manual, and has obtained
      disinterested shareholder approval); 

	  	
      
	
      

		
      (b) 
	
      more than 2% of the outstanding shares of common stock of
      the Company being granted to any one Consultant in any 12 month period; or
      

	  	
      
	
      

		
      (c) 
	
      more than an aggregate of 2% of the outstanding shares of
      the common stock of the Company being granted to all employees conducting
      investor relations activities, in any 12 month period. 

	  	
      
	
      

		
      The Plan shall not confer upon any Optionee any right
      with respect to continuation of employment or consulting relationship with
      the Company, nor shall it interfere in any way with his or her right or
      the Company’s right to terminate his or her employment or consulting
      relationship at any time, with or without cause. 

	  	
      
	
      

	7. 	
      Board Approval; Effective Date 

	  	
      
	
      

		
      Pursuant to Section 3 hereof, the Plan shall take effect
      on June 1, 2007 (the “Effective Date”). No Option may be granted after the
      Termination Date as hereinafter defined. 

	  	
      
	
      

	8. 	
      Options or Shares 

	  	  	  
		
      The Board or the Committee or a Designated Officer may
      from time to time authorize grants to Participants of Options to purchase
      Shares, or the grant of shares upon such terms and conditions
  







- 9 -

as the Board or the Committee or a
Designated Officer may determine in accordance with the following
provisions:

	 	8.1 	Options or Shares to be Granted; Terms
    
	 	  	  
	 	(a) 	
      Options granted pursuant to this Section 8 would be
      Non-qualified Stock Options. The Board or the Committee or a Designated
      Officer shall determine the specific terms of Options. 

	 	  	
       

	 	(b) 	
      Each grant shall specify the period or periods of
      continuous employment, or continuous engagement of the consulting or
      advisory services, of the Optionee by the Company or any Subsidiary, or
      such other conditions as the Board or the Committee or a Designated
      Officer may provide, that are necessary before the Options or installments
      thereof shall become exercisable. 

	 	  	
       

	 	(c) 	
      Subject to regulatory requirements, all options issued
      under the Plan shall vest on such terms as determined by the Board of
      Directors in its discretion, except options granted to Consultants
      performing investor relations activities, which will at a minimum vest in
      stages over 12 months with no more than 1/4 of the options vesting in any
      three month period. 

	 	  	
       

	 	(d) 	
      All Options issued under the Plan are non-transferable
      and non-assignable. 

	 	  	
       

	 	8.2 	
      Number of Shares Subject to Options 

	 	  	
       

	 		
      Each grant shall specify the number of Shares to which it
      pertains. Subject to Section 6, successive grants may be made to the same
      Optionee regardless of whether any Options previously granted to the
      Optionee remain unexercised. 

	 	  	
       

	 	8.3 	
      Term of Option; Earlier Termination 

	 	  	
       

	 		
      Subject to further provisions of this Section 8, unless
      otherwise provided in the Agreement, the term (the “Option Term”) of each
      Option shall be five (5) years from the Date of Grant, provided that no
      grant shall be effective until the Company and the Participant have
      executed and delivered an Agreement. In no case shall the Option Term
      exceed the maximum term permitted by any stock exchange or quotation
      system on which the Company’s shares are listed and posted for trading,
      currently a maximum of five (5) years for the TSX Venture Exchange.
  

	 	  	
       

	 	8.4 	
      Exercise Price 

	 	  	
       

	 		
      Each grant shall specify an Option Price per Share for
      the Shares to be issued pursuant to exercise of an Option, which shall be
      determined by the Board or the Committee or a Designated Officer;
      provided, however, that any such exercise price shall not be less than
      that, from time to time, permitted under the rules and policies of any
      exchange or over- the-counter market which is applicable to the Company.
      In the case of options granted to consultants, the exercise price shall be
      no less than the Fair Market Value per share on the Date of Grant. Any
      reduction in exercise price for the Option of an Insider of the Company
      will be subject to disinterested shareholder approval.








- 10 -

	 	8.5 	Payment for Shares 
	 	  	
       
	
       

	 		
      The Option Price of an exercised Option and any taxes
      attributable to the delivery of Shares under the Plan or portion thereof,
      shall be paid in cash in the form of United States currency or check or
      other cash equivalent acceptable to the Company. 

	 	  	
       
	
       

	 	8.6 	
      Rights as a Stockholder 

	 	  	
       
	
       

	 		
      Until the issuance (as evidenced by the appropriate entry
      on the books of the Company or of a duly authorized transfer agent of the
      Company) of the stock certificate evidencing such Shares, no right to vote
      or receive dividends or any other rights as a stockholder shall exist with
      respect to the Optioned Stock, notwithstanding the exercise of an Option.
      

	 	  	
       
	
       

	 	8.7 	
      Exercise of Option 

	 	  	
       
	
       

	 	(a) 	
      Procedure for Exercise 

	 	  	
       
	
       

	 		
      (i) 
	
      Any Option granted hereunder shall be exercisable at such
      times and under such conditions as determined by the Board or the
      Committee or a Designated Officer, including performance criteria with
      respect to the Company and/or the Optionee, and as shall be permissible
      under the terms of the Plan. Unless otherwise determined by the Board or
      the Committee or a Designated Officer at the time of grant, an Option may
      be exercised in whole or in part. 

	 	  	
       
	
       

	 		
      (ii) 
	
      An Option shall be deemed to be exercised when written
      notice of such exercise has been given to the Company in accordance with
      the terms of the Option by the person entitled to exercise the Option and
      full payment for the Shares with respect to which the Option is exercised
      has been received by the Company. Full payment may, as authorized by the
      Board or the Committee or a Designated Officer, consist of any
      consideration and method of payment allowable under Section 8.5 of the
      Plan. 

	 	  	
       
	
       

	 		
      (iii) 
	
      Exercise of an Option in any manner shall result in a
      decrease in the number of Shares which thereafter may be available, both
      for purposes of the Plan and for sale under the Option, by the number of
      Shares as to which the Option is exercised. 

	 	  	
       
	
       

	 	(b) 	
      Termination of Status as an Employee, Director,
      Officer, Consultant or Advisor. Unless otherwise provided in an
      Agreement, if an Employee's employment by the Company is terminated,
      except if such termination is voluntary or occurs due to retirement with
      the consent of the Board or the Committee or a Designated Officer or due
      to death or disability, then the Option, to the extent not exercised,
      shall terminate on the date on which the Employee receives notice that the
      Employee's employment by the Company is terminated. In no case shall
      options issued to a Director, Officer, Employee, Consultant or Advisor be
      exercisable for more than sixty (60) calendar days after the Optionee
      ceases to be in one of those categories. If an Employee's termination is
      voluntary or occurs due to retirement with the consent of the Board or the
      Committee or a Designated Officer, then the Employee may after the date
      such Employee ceases to be an employee of the Company, exercise his or her
      Option at any time within sixty (60) calendar days after the date he or
      she ceases to be an Employee of the Company, but only to the extent that
      he was entitled to exercise it on the date of such termination. To the
      extent that the 







- 11 -

Employee was not entitled to exercise
the Option at the date of such termination, or if the Employee does not exercise
such Option (which he was entitled to exercise) within the time specified
herein, the Option shall terminate. Options granted to an Optionee who is
engaged in Investor Relations Activities shall expire within thirty (30) days
after the Optionee ceases to be employed to provide investor relations
activities.

	 	(c) 	
      Death. Unless otherwise provided in the Agreement,
      if an Optionee dies during the term of the Option and is at the time of
      his death an Employee, the Option may be exercised at any time within
      twelve (12) months following the date of death by the Optionee's executor
      or other legal representative or by a person who acquired the right to
      exercise the Option by bequest or inheritance, but only to the extent that
      the Optionee was entitled to exercise the Option on the date of death, or
      if the Optionee's estate, or person who acquired the right to exercise the
      Option by bequest or inheritance, does not exercise such Option (which he
      was entitled to exercise) within the time specified herein, the Option
      shall terminate.

	 	 	 
	 	(d) 	
      Disability of Optionee. In the event of
      termination of an Optionee’s consulting relationship or continuous status
      as an Employee as a result of his or her disability, an Optionee may, but
      only within three (3) months from the date of such termination (and in no
      event later than the expiration date of the term of such Option as set
      forth in the Option Agreement), exercise the Option to the extent
      otherwise entitled to exercise it at the date of such termination. To the
      extent that an Optionee is not entitled to exercise the Option at the date
      of termination, or if an Optionee does not exercise such Option to the
      extent so entitled within the time specified herein, the Option shall
      terminate, and the Shares covered by such Option shall revert to the
      Plan.

	 	 	 
	 	(e) 	
      Leave of Absence. Excluding an approved maternity
      or paternity leave, in the event of a management approved leave of
      absence, any unvested Options shall cease to vest and shall not be
      exercisable as if you were an active employee of the Company, subject to
      the terms of this Plan. If you return to active status, your Options will
      continue to vest and be exercisable in accordance with their terms. If you
      do not return to active status within 30 calendar days, your unvested
      Options will be canceled immediately and your vested Options will be
      canceled on the 31st day following your last day of active
    employment.

	 	 	 
	 	(f) 	
      Rule 16b-3. Options granted to persons subject to
      Section 16(b) of the Exchange Act must comply with Rule 16b-3 and shall
      contain such additional conditions or restrictions as may be required
      thereunder to qualify for the maximum exemption from Section 16 of the
      Exchange Act with respect to Plan transactions.

	 	 	 
	 	(g) 	
      Buyout Provisions. The Administrator may at any
      time offer to buy out for a payment in cash or Shares, an Option
      previously granted, based on such terms and conditions as the
      Administrator shall establish and communicate to the Optionee at the time
      that such offer is made.

	 	 	 
	 		
      8.8 Agreement

	 	 	 
	 		
      Each grant of an Option or Restricted Share award
      shall be evidenced by an Agreement, which shall be executed on behalf of
      the Company by any Officer thereof and delivered to and accepted by the
      Optionee and shall contain such terms and provisions as the Board or the
      Committee or a Designated Officer may determine consistent with this
      Plan.







- 12 -

	9. 	
      Adjustments Upon Changes in Capitalization or
      Merger

	 	 
		
      Subject to any required action by the stockholders of the
      Company, the number of Shares covered by each outstanding Option, and the
      number of Shares which have been authorized for issuance under the Plan
      but as to which no Options have yet been granted or which have been
      returned to the Plan upon cancellation or expiration of an Option, as well
      as Shares covered by each such outstanding Option, shall be
      proportionately adjusted for any increase or decrease in the number of
      issued Shares resulting from a stock split, reverse stock split, stock
      dividend, combination or reclassification of the Shares, or any other
      increase or decrease in the number of issued Shares effected without
      receipt of consideration by the Company; provided, however, that
      conversion of any convertible securities of the Company shall not be
      deemed to have been “effected without receipt of consideration.” Such
      adjustment shall be made by the Board or the Committee or a Designated
      Officer, whose determination in that respect shall be final, binding and
      conclusive. Except as expressly provided herein, no issuance by the
      Company of shares of stock of any class, or securities convertible into
      shares of stock of any class, shall affect, and no adjustment by reason
      thereof, shall be made with respect to the number of Shares subject to an
      Option or the Option Price thereof.

	 	 
		
      In the event of the proposed dissolution or liquidation
      of the Company, and subject to TSX Venture Exchange approval as required,
      all Options will terminate immediately prior to the consummation of such
      proposed action unless otherwise provided by the Board. The Board may, in
      the exercise of its sole discretion in such instances, declare that any
      Option shall terminate as of a date fixed by the Board and give each
      holder the right to exercise his or her Option as to all or any part
      thereof, including Shares as to which the Option would not otherwise be
      exercisable. In the event of a proposed sale of all or substantially all
      of the assets of the Company, or the merger of the Company with or into
      another corporation, the Option shall be assumed or an equivalent Option
      shall be substituted by such successor corporation or a parent or
      subsidiary of such successor corporation, unless the Board determines, in
      the exercise of its sole discretion and in lieu of such assumption or
      substitution, that the holder shall have the right to exercise the Option
      as to all of the Shares, including Shares as to which the Option would not
      otherwise be exercisable. If the Board makes an Option exercisable in lieu
      of assumption or substitution in the event of a merger or sale of assets,
      the Board shall notify the holder that the Option shall be fully
      exercisable for a period of sixty (60) days from the date of such notice
      (but not later than the expiration of the term of the Option), and the
      Option will terminate upon the expiration of such period.

	 	 
	10. 	
      Transferability

	 	 
		
      Except to the extent otherwise expressly provided in the
      Plan, the right to acquire Shares or other assets under the Plan may not
      be assigned, encumbered or otherwise transferred by an Optionee and any
      attempt by an Optionee to do so will be null and void. No Option granted
      under this Plan may be transferred by an Optionee except by will or the
      laws of descent and distribution or pursuant to a qualified domestic
      relations order as defined by the Code or Title I of the Employee
      Retirement Income Security Act, as amended, or the rules thereunder or
      equivalent laws of the Optionees jurisdiction of residence. Options
      granted under this Plan may not be exercised during a Participant's
      lifetime except by the Optionee or, in the event of the Optionee’s legal
      incapacity, by his or her guardian or legal representative acting in a
      fiduciary capacity on behalf of the Participant under applicable law and
      court supervision.







- 13 -

	11. 	
      Time of Granting of Options

	 	 	 
		
      The Date of Grant of an Option shall, for all purposes,
      be the date on which the Board or the Committee or a Designated Officer
      makes the determination granting such Option. Notice of the determination
      shall be given to each Participant to whom an Option is so granted within
      a reasonable time after the date of such grant. The date the Optionee
      executes the Agreement shall have no effect on the Grant Date.

	 	 	 
	12. 	
      Amendment and Termination of the
  Plan

	 	 	 
		
      The Board may amend Plan from time to time in such
      respects as the Board may deem advisable or otherwise terminate the
      Plan.

	 	 	 
		
      Any such amendment or termination of the Plan shall not
      affect Options already granted and such Options shall remain in full force
      and effect as if this Plan had not been amended or terminated, unless
      mutually agreed otherwise between the Optionee and the Board or the
      Committee or a Designated Officer, which agreement must be in writing and
      signed by the Optionee and the Company.

	 	 	 
		
      Notwithstanding the foregoing, this Plan shall terminate
      upon the earlier of the date on which all awards available for issuance in
      the last year of the Plan shall have been issued and fully exercised (the
      “Termination Date”). Upon termination of the Plan, no further Options may
      be granted pursuant to the Plan, but all Options granted prior thereto and
      still outstanding on such date shall thereafter continue to have force and
      effect in accordance with the provisions of the Agreements evidencing such
      Options.

	 	 	 
	13. 	
      Withholding Taxes

	 	 	 
		
      The Company is authorized to withhold income taxes as
      required under applicable laws or regulations. To the extent that the
      Company is required to withhold any amounts due to federal, state, local
      or foreign laws and/or regulations in connection with any payment made or
      benefit realized by an Optionee or other person under this Plan, and the
      amounts available to the Company for the withholding are insufficient, it
      shall be a condition to the receipt of any such payment or the realization
      of any such benefit that the Optionee or such other person make
      arrangements satisfactory to the Company for payment of the balance of any
      taxes or other amounts required to be withheld. At the discretion of the
      Board or the Committee or a Designated Officer, any such arrangements may
      without limitation include relinquishment of a portion of any such payment
      or benefit or the surrender of outstanding Shares. The Company and any
      Optionee or such other person may also make similar arrangements with
      respect to the payment of any taxes with respect to which withholding is
      not required.

	 	 	 
	14. 	
      Miscellaneous Provisions

	 	 	 
		14.1 	
      Plan Expense

	 	 	 
			
      Any expenses of administering this Plan shall be borne by
      the Company.

	 	 	 
		14.2 	
      Construction of Plan

	 	 	 
			
      The place of administration of the Plan shall be in
      Vancouver, British Columbia or such other cities as the Board of Directors
      may designate, and the validity, construction,







- 14 -

	 		
      interpretation, administration and effect of the Plan and
      of its rules and regulations, and rights relating to the Plan, shall be
      determined in accordance with the laws of the Province of British Columbia
      and the laws of Canada applicable therein without regard to conflict of
      law principles and, where applicable, in accordance with the
  Code.

	 	 	 
	 	14.3 	
      Other Compensation

	 	 	 
	 		
      The Board or the Committee or a Designated Officer may
      condition the grant of any award or combination of awards authorized under
      this Plan on the surrender or deferral by the Participant of his or her
      right to receive a cash bonus or other compensation otherwise payable by
      the Company or a Subsidiary to the Participant.

	 	 	 
	 	14.4 	
      Continuation of Employment or Services

	 	 	 
	 		
      This Plan shall not confer upon any Participant any right
      with respect to continuance of employment or other service with the
      Company or any Subsidiary and shall not interfere in any way with any
      right that the Company or any Subsidiary would otherwise have to terminate
      any Participant’s employment or other service at any time. Nothing
      contained in the Plan shall prevent the Company or any Subsidiary from
      adopting other or additional compensation arrangements for its
      Employees.

	 	 	 
	 	14.5 	
      Certain Terminations of Employment or Consulting
      Services, Hardship and Approved Leaves of Absence

	 	 	 
	 		
      Notwithstanding any other provision of this Plan to the
      contrary, and subject to TSX Venture Exchange Approval, in the event of
      termination of employment or consulting services by reason of death,
      disability, normal retirement, early retirement with the consent of the
      Company, termination of employment or consulting services to enter public
      or military service with the consent of the Company or leave of absence
      approved by the Company, or in the event of hardship or other special
      circumstances, of an Optionee who holds an Option that is not immediately
      and fully exercisable, the Board or the Committee or a Designated Officer
      may take any action that it deems to be equitable under the circumstances
      or in the best interest of the Company, including without limitation
      waiving or modifying any limitation or requirement with respect to any
      award under this Plan.

	 	 	 
	 	14.6 	
      Binding Effect

	 	 	 
	 		
      The provisions of the Plan and the applicable Agreements
      shall inure to the benefit of, and be binding upon, the Company and its
      successors or assigns, and the Participants, their legal representatives,
      their heirs or legacies and their permitted assignees.

	 	 	 
	 	14.7 	
      Exchange Act Compliance

	 	 	 
	 		
      With respect to persons subject to Section 16 of the
      Exchange Act, transactions under this Plan are intended to comply with all
      applicable conditions of Rule 16b-3 or its successors under the Exchange
      Act. To the extent any provisions of the Plan or action by the Board or
      the Committee or a Designated Officer fails to so comply, they shall be
      deemed null and void, to the extent permitted by law and deemed advisable
      by the Board or the Committee or a Designated
Officer.







- 15 -

	 	14.8 	Conditions upon Issuance of Shares

	 	  	  
	 	(a) 	
      Shares shall not be issued pursuant to the exercise of an
      Option unless the exercise of such Option and the issuance and delivery of
      such Shares pursuant thereto shall comply with all relevant provisions of
      law, including, without limitation, the Securities Act of 1933, as
      amended, the Exchange Act, the rules and regulations promulgated
      thereunder, the British Columbia Securities Act, applicable securities
      legislation in any other jurisdiction, and the requirements of any stock
      exchange upon which the Shares may then be listed, and shall be further
      subject to the approval of counsel for the Company with respect to such
      compliance. 

	 	  	
	 	(b) 	
      As a condition to the exercise of an Option, the Company
      may require the person exercising such Option to represent and warrant at
      the time of any such exercise that the Shares are being purchased or
      otherwise acquired only for investment and without any present intention
      to sell or distribute such Shares if, in the opinion of counsel for the
      Company such a representation is required by any of the aforementioned
      relevant provisions of law. 

	 	  	
	 	(c) 	
      Inability of the Company to obtain authority from any
      regulatory body having jurisdiction, which authority is deemed by the
      Company's counsel to be necessary to the lawful issuance and sale of any
      Share hereunder, shall relieve the Company of any liability in respect of
      the failure to issue or sell such Shares as to which such requisite
      authority shall not have been obtained. 

	 	  	
	 	14.9 	
      Fractional Shares 

	 	  	
	 		
      The Company shall not be required to issue any fractional
      Shares pursuant to this Plan. The Board or the Committee or a Designated
      Officer may provide for the elimination of fractions or for the settlement
      thereof in cash. 

	 	  	
	 	14.10 	
      Reservation of Shares 

	 	  	
	 		
      The Company will at all times reserve and keep available
      such number of Shares as shall be sufficient to satisfy the requirements
      of the Plan. 

	 	  	
	 	14.11 	
      Indemnification 

	 	  	
	 		
      In addition to such other rights of indemnification as
      they may have as members of the Board, the members of the Board and of the
      Committee and any Designated Officer shall be indemnified by the Company
      against all costs and expenses reasonably incurred by them in connection
      with any action, suit or proceeding to which they or any of them may be
      party by reason of any action taken or failure to act under or in
      connection with the Plan or any Option, and against all amounts paid by
      them in settlement thereof (provided such settlement is approved by
      independent legal counsel selected by the Company) or paid by them in
      satisfaction of a judgment in any such action, suit or proceeding, except
      a judgment based upon a finding of bad faith; provided that upon the
      institution of any such action, suit or proceeding a Board member or
      Committee member or a Designated Officer shall, in writing, give the
      Company notice thereof and an opportunity, at its own expense, to handle
      and defend the same before such Board member or Committee member or a
      Designated Officer undertakes to handle and defend it on his own behalf.
      







- 16 -

	 	14.12 	Use of Proceeds 
	 	  	  
	 		
      Any cash proceeds received by the Company from the sale
      of Shares under the Plan shall be used for general corporate purposes.
    

	 	  	
       

	 	14.13 	
      Regulatory Approvals 

	 	  	
       

	 	(a) 	
      The implementation of the Plan, the granting of any
      awards under the Plan and the issuance of any Shares shall be subject to
      the Company's procurement of all approvals and permits required by
      regulatory authorities having jurisdiction over the Plan, the awards
      granted under it and the Shares issued pursuant to it. 

	 	  	
       

	 	(b) 	
      No Shares or other assets shall be issued or delivered
      under this Plan unless and until there shall have been compliance with all
      applicable requirements of federal, provincial and applicable foreign
      securities laws. 

	 	  	
       

	 	14.14 	
      Other Tax Matters 

	 	  	
       

	 		
      Reference herein to the Code and any described tax
      consequences related to the Plan or the granting or exercise of an award
      hereunder pertain only to those persons (including the Company) subject to
      the tax laws of the United States of America and Canada or any state,
      province or territory thereof.